Attached files
Exhibit 99.2
MID-WISCONSIN FINANCIAL SERVICES, INC.
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 111(B) EESA
FISCAL YEAR ENDED DECEMBER 31, 2010
I, Rhonda R. Kelley, the Principal Accounting Officer of Mid-Wisconsin Financial
Services, Inc. ("Mid-Wisconsin"), certify, based on my knowledge, that:
(i) The compensation committee of Mid-Wisconsin has discussed, reviewed,
and evaluated with senior risk officers at least every six months during any
part of the most recently completed fiscal year that was a TARP period, senior
executive officer (SEO) compensation plans and employee compensation plans and
the risks these plans pose to Mid-Wisconsin;
(ii) The compensation committee of Mid-Wisconsin has identified and
limited during any part of the most recently completed fiscal year that was a
TARP period any features of the SEO compensation plans that could lead SEOs to
take unnecessary and excessive risks that could threaten the value of Mid-
Wisconsin and has identified any features of the employee compensation plans
that pose risks to Mid-Wisconsin and has limited those features to ensure that
Mid-Wisconsin is not unnecessarily exposed to risks;
(iii) The compensation committee has reviewed, at least every six months
during any part of the most recently completed fiscal year that was a TARP
period, the terms of each employee compensation plan and identified any features
of the plan that could encourage the manipulation of reported earnings of Mid-
Wisconsin to enhance the compensation of an employee, and has limited such
features;
(iv) The compensation committee of Mid-Wisconsin will certify to the
reviews of the SEO compensation plans and employee compensation plans required
under (i) and (iii) above;
(v) The compensation committee of Mid-Wisconsin will provide a narrative
description of how it limited during any part of the most recently completed
fiscal year that was a TARP period the features in (A) SEO compensation plans
that could lead SEOs to take unnecessary and excessive risks that could threaten
the value of Mid-Wisconsin; (B) Employee compensation plans that unnecessarily
expose Mid-Wisconsin to risks; and (C) Employee compensation plans that would
encourage the manipulation of reported earnings of Mid-Wisconsin to enhance the
compensation of an employee;
(vi) Mid-Wisconsin has required that bonus payments to SEOs or any of the
next twenty most highly compensated employees, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), be subject to a
recovery or "clawback" provision during any part of the most recently completed
fiscal year that was a TARP period if the bonus payments were based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria;
(vii) Mid-Wisconsin has prohibited any golden parachute payment, as
defined in the regulations and guidance established under section 111 of EESA,
to a SEO or any of the next five most highly compensated employees during any
part of the most recently completed fiscal year that was a TARP period;
(viii)Mid-Wisconsin has limited bonus payments to its applicable employees
in accordance with section 111 of EESA and the regulations and guidance
established thereunder during any part of the most recently completed fiscal
year that was a TARP period;
(ix) Mid-Wisconsin and its employees have complied with the excessive or
luxury expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, during any part of the most recently
completed fiscal year that was a TARP period; and any expenses that, pursuant to
the policy, required approval of the board of directors, a committee of the
board of directors, an SEO, or an executive officer with a similar level of
responsibility were properly approved;
(x) Mid-Wisconsin will permit a non-binding shareholder resolution in
compliance with any applicable Federal securities rules and regulations on the
disclosures provided under the Federal securities laws related to SEO
compensation paid or accrued during any part of the most recently completed
fiscal year that was a TARP period;
(xi) Mid-Wisconsin will disclose the amount, nature, and justification
for the offering, during any part of the most recently completed fiscal year
that was a TARP period, of any perquisites, as defined in the regulations and
guidance established under section 111 of EESA, whose total value exceeds
$25,000 for any employee who is subject to the bonus payment limitations
identified in paragraph (viii);
(xii) Mid-Wisconsin will disclose whether Mid-Wisconsin, the board of
directors of Mid-Wisconsin, or the compensation committee of Mid-Wisconsin has
engaged during any part of the most recently completed fiscal year that was a
TARP period a compensation consultant; and the services the compensation
consultant or any affiliate of the compensation consultant provided during this
period;
(xiii)Mid-Wisconsin has prohibited the payment of any gross-ups, as
defined in the regulations and guidance established under section 111 of EESA,
to the SEOs and the next twenty most highly compensated employees during any
part of the most recently completed fiscal year that was a TARP period;
(xiv) Mid-Wisconsin has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between Mid-
Wisconsin and Treasury, including any amendments;
(xv) Mid-Wisconsin has submitted to Treasury a complete and accurate list
of the SEOs and the twenty next most highly compensated employees for the
current fiscal year, with the non-SEOs ranked in descending order of level of
annual compensation, and with the name, title, and employer of each SEO and most
highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent
statement made in connection with this certification may be punished by fine,
imprisonment, or both. (See, for example 18 U.S.C. 1001.)
Date: March 16, 2011 RHONDA R. KELLEY
Rhonda R. Kelley
Principal Accounting Officer
and Controlle